TIDMFHP
RNS Number : 2852O
Fandango Holdings PLC
29 May 2020
29 May 2020
FANDANGO HOLDINGS PLC
Half yearly report for the period ended 29 February 2020
Chairman's Report
Fandango Holdings PLC ("the Company") is an investment company
incorporated on 25 August 2016, with the original primary objective
of undertaking a single acquisition of a target company, business
or asset in the industrial or service sector, including the energy
sector.
Results for the period
For the period from 1 October 2019 to 29 February 2020, the
Company's results included the ongoing running costs of the Company
including listing fees on the London Stock Exchange, and fees in
connection with the current reverse take-over being worked on
currently, and other advisory costs.
Long-term strategy and business objectives
On 4 March 2020, we announced that we had executed a non-binding
Heads of Terms to acquire an early-stage, oil well services
provider (the "Acquisition" "target"). The enlarged group will be
engaged in the business of providing sustainable drilling, fishing
and clean-up products to businesses engaged in the exploration and
production of oil and gas. The core products of the enlarged group
would include vibration devices, swivels, casing accessories and
stage tools. The enlarged group would also offer advisory services
to upstream oil and gas businesses, with a focus on the creation of
efficient, energy-saving solutions to help customers manage wells
and meet their sustainability goals.
The transaction is progressing well, and we are currently
preparing the prospectus for the acquisition of the oil well
services provider in exchange for shares in Fandango. The
Acquisition, if it completes, will constitute a reverse takeover
under the Financial Conduct Authority's Listing Rules.
Additionally, Fandango is raising additional funds via the issue of
additional ordinary shares (the "Placing"). The Placing is
conditional upon the completion of the Acquisition and the
readmission of the Company's enlarged share capital to the standard
listing segment of the Official List and to trading on the London
Stock Exchange's Main Market for listed securities.
The proceeds from the contemplated Placing will be used, in
conjunction with Fandango's existing resources, to continue the
development of the target's business, namely the development of
sustainable drilling, fishing and clean-up products and related
services to businesses engaged in the exploration and production of
oil and gas. The directors believe that the Acquisition has
enormous potential in a large market and that the proposed
investment will add significant shareholder value. The Acquisition
proposes to break new ground in providing efficient, energy-saving
solutions to help oil and gas exploration and development companies
manage wells and meet their sustainability goals.
Included in trade and other payables is GBP184,250 lent to the
Company by investors connected with target to defray listing costs.
This will either be repaid or converted to equity upon completion
of the acquisition or remain as a loan to the company in the event
that it does not complete. There is no interest payable.
The Company is currently preparing a prospectus for the
Financial Conduct Authority, which the Directors expect to submit
to the FCA for approval in due course with a view towards
consummation of the Placing and re-admission of the Company's
ordinary shares to trading on the standard segment of the LSE. The
Acquisition is subject, inter alia, to the completion of due
diligence, documentation, and compliance with all regulatory
requirements.
I would personally like to thank our shareholders for their
patience during this process and the time in which the shares of
your company have been suspended from trading and we look forward
to a successful future post the completion of our Acquisition.
Risks and uncertainties
The Company is a relatively new entity, with only a brief
operating history, and therefore, investors have no basis on which
to evaluate the Company's ability to achieve its objective of
identifying, acquiring and operating one or more companies or
businesses. There is no certainty that the reverse take-over will
complete.
Going Concern
As stated in Note 1 to the condensed financial statements, the
directors are satisfied that the Company has sufficient resources
to continue in operation for the foreseeable future, a period of
not less than 12 months from the date of this report. Accordingly,
they continue to adopt the going concern basis in preparing the
condensed financial statements.
Post Balance Sheet Events
The Company does not currently perceive a negative impact from
COVID-19 (COVID) but acknowledges that COVID presents national and
global economic uncertainty. The ongoing COVID (coronavirus)
pandemic could affect the Company's results of operations and
financial condition in unforeseen ways. The recent outbreak of
COVID has begun to negatively impact economic conditions globally,
including in the United Kingdom, and there are concerns for a
prolonged tightening of global financial conditions, which could
result in a global recession or depression. For instance, in March
2020 the COVID outbreak caused stock markets worldwide to lose
significant value and impacted economic activity worldwide.
Although Fandango is taking measures to mitigate the broader public
health risks associated with COVID to its business and employees,
including through self-isolation of employees where necessary in
line with the recommendations of relevant health authorities, the
full extent of the COVID outbreak and the adverse impact this may
have on the Company's and target's workforce and its
counterparties, including the Company's and target's suppliers, is
unknown. In addition, whilst it is impossible to determine the
eventual scope of the COVID outbreak, or its eventual impact on
Fandango any sustained outbreak resulting in the postponement or
repudiation of commercial contracts could have a material adverse
change on the Company's and target's business.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting';
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year; and
(c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to
provide additional information to shareholders to assess the
Company's strategies and the potential for those strategies to
succeed. The IMR should not be relied on by any other party or for
any other purpose.
Charles Tatnall
Chairman
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months ended 6 months ended Year ended
29 February 28 February 31 August
2019
2020 2019 GBP ('000)
GBP ('000) GBP ('000) (audited)
Notes (unaudited) (unaudited)
Investment income 32 36 159
Administrative expenses (70) (111) (196)
Listing costs (124) (24) (37)
_________ _________ _________
Loss before taxation (162) (99) (74)
Taxation - - -
_________ _________ _________
Loss for the period (162) (99) (74)
Basic loss per share
(pence) 2 (0.12p) (0.07p) (0.06)
Diluted loss per
share (pence) (0.10p) (0.06p) (0.05p)
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Share Retained Total
Capital premium earnings Equity
GBP ('000) GBP ('000) GBP ('000) GBP ('000)
Equity at 31 August
2018 134 579 (490) 223
Loss for the Period - - (99) (99)
------------ ------------ ------------ ------------
Equity at 28 February
2019 134 579 (589) 124
Gain/Loss for the Period - - 25 25
------------ ------------ ------------ ------------
Equity at 31 August
2019 134 579 (564) 149
Loss for the Period - - (162) (162)
------------ ------------ ------------ ------------
Equity at 29 February
2020 134 579 (726) (13)
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
Notes As at As at As at
29 February 28 February 31 August
2020 2019 2019
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Assets
Current assets
Prepayments & other
receivables 343 200 321
Cash and cash equivalents - 8 -
-------------- -------------- --------------
Total Assets 343 208 321
Equity and Liabilities
Share capital 3 134 134 134
Share premium 579 579 579
Retained earnings (726) (589) (564)
-------------- -------------- --------------
Total Equity (13) 124 149
Current Liabilities
Trade and other payables 356 84 172
-------------- -------------- --------------
Total Liabilities 356 84 172
-------------- -------------- --------------
Total Equity and Liabilities 343 208 321
FANDANGO HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
6 months ended 6 months ended Year ended
29 February 28 February 31 August
2020 2019 2019
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited (audited)
)
Cash flows from operating
activities
Operating loss (162) (99) (74)
Interest receivable (32) (36) (159)
Interest payable - 2 7
(Increase)/decrease in
receivables (4) 7 8
Increase/(decrease) in
payables 187 37 133
-------------- -------------- --------------
Net cash flows from operating
activities (11) (89) (85)
Cash flows from investing
activities
Amounts advanced to / repaid
by related parties 11 33 34
-------------- -------------- --------------
Net cash flows from investing
activities 11 33 34
Cash flows from financing
activities
Proceeds from borrowing - - 20
Borrowings repaid - - (20)
Finance costs paid - 11 2
-------------- -------------- --------------
Net cash flows from financing
activities - 11 (2)
-------------- -------------- --------------
Net increase/(decrease)
in cash and cash equivalents - (45) (53)
Cash and cash equivalents
at the beginning of the
period - 53 53
-------------- -------------- --------------
Cash and cash equivalents - 8 -
at the end of the period
NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
1. General Information
Fandango Holdings Plc ('the company') is an investment company
incorporated in the United Kingdom. The address of the registered
office is 27-28 Eastcastle Street London W1E 8DN. The Company was
incorporated and registered in England on 25 August 2016 as a
private limited company and re-registered as a public limited
company on 10 May 2017.
Basis of preparation
This announcement was approved and authorised to issue by the
Board of directors on 28 May 2020.
The financial information in this interim report has been
prepared in accordance with the International Financial Reporting
Standards. IFRS comprises standards issued by the International
Accounting Standards Board (IASB) and the interpretations issued by
the International Financial Reporting Interpretations Committee
(IFRIC) as adopted by the European Union (EU).
There are no IFRS, or IFRIC interpretations that are effective
for the first time in this period that would be expected to have a
material impact on the company.
The financial information has been prepared under the historical
cost convention, as modified by the accounting standard for
financial instruments at fair value.
The Directors are of the opinion that the financial information
should be prepared on a going concern basis, in the light of the
Company's financial resources.
These condensed interim financial statements for the six months
ended 28 February 2020 and 28 February 2019 are unaudited and do
not constitute full accounts. The comparative figures for the
period ended 31 August 2019 are extracted from the 2019 audited
financial statements. The independent auditor's report on the 2019
financial statements was not qualified. The accounting policies are
consistent with those in the most recent annual report.
No taxation charge has arisen for the period and the Directors
have not declared an interim dividend.
Copies of the February 2020 interim report can be found on the
Company's website at www.fandangoholdingsplc.com.
Going concern
The directors are satisfied that the Company has sufficient
resources to continue in operation for the foreseeable future, a
period of not less than 12 months from the date of this report.
Accordingly, they continue to adopt the going concern basis in
preparing the condensed financial statements.
2. Loss per share
Basic loss per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period.
For diluted loss per share, the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares.
The calculation of basic and diluted earnings per share is based
on the following figures:-
Period ended Period ended Year ended
29 February 28 February 31 August
2020 2019 2019
GBP GBP GBP
(unaudited) (unaudited) (audited)
Loss for the period (162,470) (98,907) (74,328)
Weighted average number
of
shares - basic 134,002,000 134,002,000 134,002,000
Weighted average number
of
shares - diluted 159,002,000 159,002,000 159,002,000
-------------- -------------- --------------
Basic loss per share
(pence) (0.12p) (0.07p) (0.06p)
Diluted loss per share
(pence) (0.10p) (0.06p) (0.05p)
-------------- -------------- --------------
The diluted loss per share relates to the issue of 25,000,000
warrants to the Directors which confers the right but not the
obligation to subscribe in cash for up to 25,000,000 GBP0.01p
Ordinary Shares at the subscription price.
3. Share Capital
As at As at As at
29 February 28 February 31 August
2020 2019 2019
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
134,002,000 Ordinary shares
of GBP0.001 each 134 134 134
-------------- -------------- --------------
4. Reports
A copy of this announcement will be mailed to shareholders and
copies will be available for members of the public at the Company's
Registered Office 27-28 Eastcastle Street London W1E 8DN.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR FLFEREIITFII
(END) Dow Jones Newswires
May 29, 2020 02:00 ET (06:00 GMT)
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